ACRG American Clean Resources Group, Inc. - 8-K

Item 8.01 Other Events.

American Clean Resources Group, Inc. (the
“Company”) announced today that its wholly-owned subsidiary, ACRG Energy Holdings, Inc., has entered into a joint venture
with Phoenix New Era, LLC (“Phoenix”) to establish American Clean Energy, LLC, a Nevada limited liability company (“ACE”).

ACE was formed to support the development
of energy infrastructure initiatives associated with the Company’s critical minerals processing strategy, including potential geothermal
partnerships, LNG-based power solutions, and related energy infrastructure opportunities associated with the Company’s project sites
and development activities.

At formation, ACRG Energy Holdings holds a
controlling membership interest in ACE. Phoenix’s participation is structured as a performance-based earn-in over a three-year period,
with vesting conditioned upon the achievement of defined operational, strategic, and business development milestones.

The Company believes the formation of ACE
will support the advancement of its critical minerals processing platform and related infrastructure initiatives, including activities
associated with the Company’s Millers, Nevada and Cross Caribou, Colorado projects.

Cautionary Statement Regarding Forward-Looking Statements

The statements in this Current Report on Form 8-K that are not historical
facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking statements are based on current expectations, estimates, and projections
regarding the Company’s business and proposed joint venture activities. Such statements involve risks and uncertainties that could
cause actual results to differ materially from those expressed or implied. Words such as “expects,” “anticipates,”
“intends,” “plans,” “believes,” and similar expressions are intended to identify forward-looking statements.
These statements are not guarantees of future performance, and actual results may differ materially. The Company undertakes no obligation
to update or revise any forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.    None.

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